<PAGE>

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998

                                                   OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

                      Commission file number: 001-13749

                            COLUMBIA CAPITAL CORP.
           --------------------------------------------------------
           (Name of small business issuer specified in its charter)

                Delaware                                      11-3210792
     ----------------------------                         -----------------
     (State or other jurisdiction                         (I.R.S. Employer
     of incorporation or organization)                    Identification No.)

                 1157 North 5th Street, Abilene, Texas 79601
                 -------------------------------------------
         (Address of principal executive offices, including zip code)

                                 915-674-3110
               ------------------------------------------------
               (Issuer's telephone number, including area code)


  2701 West Oakland Park Boulevard, 2nd Floor, Fort Lauderdale, Florida 33311
  ----------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
  report)


        Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of each exchange
               Title of each class                on which registered
               -------------------                -------------------
                      None                             None

        Securities registered under Section 12(g) of the Exchange Act:

                   Common Stock, $0.001 par value per share
                   ----------------------------------------
                               (Title of Class)
<PAGE>

Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has
been subject to such filing requirements for the past 90 days.  Yes   X    No
                                                                     ---     ---

The number of shares outstanding of the issuer's Common Stock as of November
18, 1998 was 12,825,000 shares.

Transactional Small Business Disclosure Format (Check one): Yes        No   X 
                                                               -----      -----

     THIS QUARTERLY REPORT ON FORM 10-QSB (THE "REPORT") MAY BE DEEMED TO 
CONTAIN FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS IN THIS REPORT 
OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), REPORTS TO THE 
COMPANY'S STOCKHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR 
RELEASED BY THE COMPANY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND 
OTHER FACTORS WHICH COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE 
(FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, 
PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY 
SUCH FORWARD-LOOKING STATEMENTS.  SUCH FUTURE RESULTS ARE BASED UPON 
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT 
RESULTS OF OPERATIONS.  THESE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE 
RISKS SET FORTH HEREIN, EACH OF WHICH COULD ADVERSELY AFFECT THE COMPANY'S 
BUSINESS AND THE ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.
















                                      ii
<PAGE>

                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.



























                                       2
<PAGE>

                            COLUMBIA CAPITAL CORP.
                         CONSOLIDATED BALANCE SHEETS
             NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
                    YEAR ENDED DECEMBER 31, 1997 (AUDITED)

<TABLE>
<CAPTION>
                                                                     September 30,       December 31,
                                     ASSETS                              1998                1997
                                                                     -------------      -------------
<S>                                                                  <C>                <C>
Current assets
   Cash and cash equivalents                                         $     470,393      $      17,861
   Interest bearing deposits with banks                                    603,578            303,578
   Accounts receivable, net                                                759,265            522,538
   Prepaid expenses                                                        813,891            255,959
   Deferred tax asset                                                          -              122,209
   Other assets                                                              4,507             93,201
                                                                     -------------      -------------
      Total current assets                                               2,651,634          1,315,346

Premises and equipment                                                   1,450,382            562,598
   Less accumulated depreciation                                           172,524             47,914
                                                                     -------------      -------------
      Net property and equipment                                         1,277,858            514,684

Other assets
   Deferred tax asset                                                       29,606             52,033
   Goodwill, net of accumulated amortization of $68,988 and $32,466        904,936            941,458
                                                                     -------------      -------------
      Total other assets                                                   934,542            993,491
                                                                     -------------      -------------

             TOTAL  ASSETS                                           $   4,864,034      $   2,823,521
                                                                     -------------      -------------
                                                                     -------------      -------------



                      LIABILITIES AND SHAREHOLDERS' EQUITY


LIABILITIES

   Accounts payable                                                  $     334,867      $     104,033
   Accrued expenses and other liabilities                                  328,987            195,908
   Notes payable - related party                                           700,000          1,300,000
   Current portion of note payable - American State Bank                    10,233                -
   Accrued interest payable                                                 14,819             11,589
   Accrued federal income tax payable                                       15,060                -
                                                                     -------------      -------------
      Total current liabilities                                          1,403,966          1,611,530

   Long term portion of note payable - American State Bank                 148,143                -
                                                                     -------------      -------------
      Total liabilities                                                  1,552,109          1,611,530

SHAREHOLDERS' EQUITY
   Common stock, $.001 par value; 50,000,000 shares
      authorized; 12,765,000 and 12,500,000 issued and
      outstanding in 1998 and 1997 respectively                             12,765             12,500
   Additional paid-in capital                                            2,007,715          1,681,230
   Retained earnings (deficit)                                           1,291,445           (481,739)
                                                                      ------------      -------------
      Total shareholders' equity                                         3,311,925          1,211,991
                                                                     -------------      -------------

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $   4,864,034      $   2,823,521
                                                                     -------------      -------------
                                                                     -------------      -------------
</TABLE>


The accompanying notes are an integral
part of these consolidated financial statements

                                  F-1

<PAGE>

                            COLUMBIA CAPITAL CORP.
        CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

<TABLE>
<CAPTION>
                                                          For the Three Months           For the Nine Months
                                                           Ended September 30,            Ended September 30,
                                                      ----------------------------    ----------------------------
                                                          1998            1997            1998            1997
                                                      ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>
REVENUE
  Pride                                               $     84,000    $    175,800    $    263,000    $    301,600
  Credit card                                            3,041,514         153,138       7,740,448         406,281
  Banking                                                  150,629         229,690         616,018         385,592
  Mail operations                                          383,841          41,689         826,255          89,975
  Courier                                                    8,850          24,475          51,235          40,825
  Other                                                      9,561           3,957          18,877          12,863
                                                      ------------    ------------    ------------    ------------
    Total operating revenue                              3,678,395         628,749       9,515,833       1,237,136

EXPENSES
  Salaries and employee benefits                           856,382         532,748       2,307,886         831,152
  Travel and entertainment                                  40,953          33,986          92,656          37,401
  Equipment lease                                          489,729         229,405       1,318,048         373,775
  Facilities rent                                          113,311          77,494         333,474         101,694
  Repairs and maintenance                                  163,785         134,304         438,642         206,795
  Depreciation                                              53,884           3,418         124,685          22,059
  Amortization of goodwill                                  12,174          10,146          36,522          10,146
  Insurance                                                 27,948          11,529          67,934          15,760
  Computer and office supplies                             166,944          50,430         459,708          78,802
  Postage and delivery fees                                 22,382           7,502          58,198          12,480
  Telephone                                                228,732          12,219         669,037          36,181
  Professional and outside services                        290,599           1,473         557,989          18,746
  Taxes                                                     15,485           9,449          52,427          15,748
  Other                                                    113,076          71,620         248,851          77,189
                                                      ------------    ------------    ------------    ------------
    Total operating expenses                             2,595,384       1,185,723       6,766,057       1,837,928
                                                      ------------    ------------    ------------    ------------

INCOME (LOSS) FROM OPERATIONS                            1,083,011        (556,974)      2,749,776        (600,792)

Other income (expense)
  Costs related to acquisition                                 -          (186,921)            -          (186,921)
  Interest income                                           13,916             -            34,607             -
  Interest expense                                         (28,320)        (12,057)        (96,010)        (14,592)
                                                      ------------    ------------    ------------    ------------
    Total other expense                                    (14,404)       (198,978)        (61,403)       (201,513)
                                                      ------------    ------------    ------------    ------------

INCOME (LOSS) BEFORE TAX                                 1,068,607        (755,952)      2,688,373        (802,305)

  Income tax expense (benefit)                             364,469        (257,024)        915,189        (257,985)
                                                      ------------    ------------    ------------    ------------

NET INCOME (LOSS) BEFORE 
  COMPREHENSIVE INCOME                                     704,138    $   (498,928)      1,773,184        (544,320)

  Comprehensive income                                         -               -               -               -
                                                      ------------    ------------    ------------    ------------
NET COMPREHENSIVE INCOME (LOSS)                       $    704,138    $   (498,928)   $  1,773,184    $   (544,320)
                                                      ------------    ------------    ------------    ------------
                                                      ------------    ------------    ------------    ------------
Basic earnings (loss) per share                       $       0.06    $      (0.04)   $       0.14    $      (0.04)
                                                      ------------    ------------    ------------    ------------
                                                      ------------    ------------    ------------    ------------
Diluted earnings (loss) per share                     $       0.05    $      (0.04)   $       0.14    $      (0.04)
                                                      ------------    ------------    ------------    ------------
                                                      ------------    ------------    ------------    ------------
Weighted average shares outstanding                     13,089,889      12,500,000      12,773,283      12,500,000
                                                      ------------    ------------    ------------    ------------
                                                      ------------    ------------    ------------    ------------
</TABLE>


The accompanying notes are an integral
part of these consolidated financial statements

                                  F-2

<PAGE>

                            COLUMBIA CAPITAL CORP.
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
             NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
                    YEAR ENDED DECEMBER 31, 1997 (AUDITED)

<TABLE>
<CAPTION>

                                                   Common Stock            Additional           Retained 
                                            --------------------------       Paid-In            Earnings                         
                                              Shares          Amount         Capital            (Deficit)           Total        
                                            ----------      ----------   ---------------    ----------------   ---------------- 
<S>                                         <C>             <C>          <S>                <C>                <C>               
BALANCE - DECEMBER 31, 1996                  2,500,000      $    2,500   $        66,230    $        (57,371)  $         11,359  
                                                                                                                                 
  Effect of reverse stock split             (1,250,000)         (1,250)            1,250                -                  -     
  Equity acquired in stock exchange         11,250,000          11,250         1,588,750                -             1,600,000  
  Stock issued in exchange for services          -                -               25,000                -                25,000  
  Net loss                                       -                -                 -               (424,368)          (424,368) 
                                            ----------      ----------   ---------------    ----------------   ----------------  
                                                                                                                                 
BALANCE - DECEMBER 31, 1997                 12,500,000          12,500         1,681,230            (481,739)         1,211,991  
                                                                                                                                 
  Issuance of common stock                     265,000             265           281,485                -               281,750  
  Stock options                                   -               -               45,000                -                45,000  
  Net income                                      -               -                 -              1,773,184          1,773,184  
                                            ----------      ----------   ---------------    ----------------   ----------------  
                                                                                                                                 
BALANCE - SEPTEMBER 30, 1998                12,765,000      $   12,765   $     2,007,715    $      1,291,445   $      3,311,925  
                                            ----------      ----------   ---------------    ----------------   ----------------  
                                            ----------      ----------   ---------------    ----------------   ----------------  
</TABLE>

The accompanying notes are an integral
part of these consolidated financial statements

                                  F-3

<PAGE>

                            COLUMBIA CAPITAL CORP.
              CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

<TABLE>
<CAPTION>
                                                           For the Three Months               For the Nine Months
                                                            Ended September 30,                Ended September 30,
                                                      -------------------------------    ------------------------------
                                                           1998             1997              1998             1997
                                                      --------------   --------------    --------------   -------------
<S>                                                   <C>              <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                    $      704,138   $     (498,928)   $    1,773,184   $    (544,320)
 Adjustments to reconcile net income to
  net cash provided by operations
   Depreciation and amortization                              66,058           13,564           161,208          32,205
   Deferred income tax (benefit) expense                        (921)        (322,812)          144,636        (322,812)
   (Increase) decrease in
       Accounts receivable                                    83,023          (28,693)         (236,727)        303,369
       Deposits and prepaid expenses                         340,522          (52,757)         (469,238)        (87,805)
   (Decrease) increase in
       Accruals and accounts payable                        (357,820)         (59,799)          382,202         (25,473)
                                                      --------------   --------------    --------------   -------------
Net cash provided by (used in) operating activities          835,000         (949,425)        1,755,265        (644,836)

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of fixed assets                                   (443,339)         (82,970)         (887,859)        (96,755)
 Investment in interest bearing deposit                         -                -             (300,000)           -
                                                      --------------   --------------    --------------   -------------
Net cash used in investing activities                       (443,339)         (82,970)       (1,187,859)        (96,755)

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from line of credit, net of payments              (150,000)       1,050,000          (600,000)        963,000
 Proceeds from ASB note, net of payments                      (1,624)            -              158,376            -
 Proceeds from the sale of stock                             113,000             -              326,750            -
                                                      --------------   --------------    --------------   -------------
Net cash (used in) provided by financing activities          (38,624)       1,050,000          (114,874)        963,000
                                                      --------------   --------------    --------------   -------------

NET INCREASE IN CASH
  AND CASH EQUIVALENTS                                       353,037           17,605           452,532         221,409

Cash and cash equivalents at beginning of period             117,356          238,108            17,861          34,304
                                                      --------------   --------------    --------------   -------------

CASH AND CASH EQUIVALENTS AT SEPTEMBER 30,            $      470,393   $      255,713    $      470,393   $     255,713
                                                      --------------   --------------    --------------   -------------
                                                      --------------   --------------    --------------   -------------

SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION:
  Interest paid                                       $       28,320   $       12,057    $       96,010   $      14,592
  Taxes paid                                                 324,000             -              760,000          24,432
</TABLE>

The accompanying notes are an integral
part of these consolidated financial statements

                                  F-4

<PAGE>

                               COLUMBIA CAPITAL CORP.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
     Columbia Capital Corp. (the Company) and its wholly-owned subsidiary, First
     Independent Computers, Inc. (the Subsidiary). Intercompany accounts and
     transactions have been eliminated.

     ORGANIZATION AND NATURE OF OPERATIONS

     The Company was organized under the laws of the State of Delaware on
     February 5, 1993. The Company completed a private offering of its common
     stock in November 1993 (See Note 2).  Central Capital Corp. (a former
     Subsidiary) was organized under the laws of the State of Delaware on
     February 5, 1993.  Hudson Resources, Inc. (a former Subsidiary) was
     organized under the laws of the State of Delaware on May 17, 1994. (See
     Note 3)

     The Subsidiary was incorporated on October 21, 1983, pursuant to the
     provisions of the Texas Business Corporation Act.  The Subsidiary's
     business activities include the processing of credit card purchases for
     numerous businesses in various industries throughout the United States and
     data processing for various banks. (See Note 5) 

     MANAGEMENT REPRESENTATION

     Management believes the financial statements include all adjustments
     necessary in order to present a fair presentation and ensure that the
     financial statements are not misleading.
          
     CASH AND CASH EQUIVALENTS

     The Company considers investments with an original maturity of three months
     or less to be cash equivalents. 

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     consolidated financial statements and the reported amounts of revenues and
     expenses during the reporting periods.  Actual results could differ from
     those estimates.

     ACCOUNTS RECEIVABLE

     The Company utilizes the allowance method for uncollectible accounts
     receivable.  Management estimates the uncollectible accounts and provides
     for them in the allowance.  The balance of the allowance for uncollectible
     accounts was $20,000 at September 30, 1998 and December 31, 1997.

     REVENUE RECOGNITION

     The Company recognizes revenue when services have been provided to the
     customer.

                                  F-5

<PAGE>

NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     PROPERTY, PLANT AND EQUIPMENT

       Fixed assets of the Company are reported at historical cost. 
       Depreciation and amortization on assets purchased are computed by the 
       following methods and useful lives:

<TABLE>
<S>                                  <C>                   <C>
          Furniture and fixtures     Straight-line           5 years
          Electronic equipment       Straight-line         5-7 years
          Automobiles                Straight-line         3-5 years
          Office equipment           Straight-line           5 years
          Computer software          Straight-line           3 years
</TABLE>

       Depreciation is computed using the straight line method over the 
       estimated useful lives for financial statement  purposes and an 
       accelerated method of cost recovery over statutory recovery periods 
       for tax purposes. Repairs and maintenance are expensed, whereas 
       additions and improvements are capitalized. 

       INTANGIBLE ASSETS

       Intangible assets are reported at historical cost and consist of 
       goodwill.  Goodwill is amortized using the straight-line method over 
       20 years.  The Company has adopted the provisions of Statement of 
       Financial Accounting Standards ("SFAS") No. 121, under which the 
       Company reviews its long-lived assets for impairment whenever events 
       or changes in circumstances indicate that the carrying amount of the 
       asset may not be recovered.  No provision for impairment has been 
       recognized with respect to the Company's long lived assets.

       PREPAID ASSETS

       The Company has expenditures which benefit future periods which are 
       recorded as prepaid assets or deferred costs and are amortized on a 
       straight-line basis over the estimated or known period of benefit. 
       Such prepaid assets and deferred costs include prepaid insurance, 
       maintenance contracts, certain software licenses and supplies used in 
       the normal operation of business.

       FEDERAL INCOME TAXES

       Deferred tax assets and liabilities are recognized for deductible and 
       taxable temporary differences respectively.  Temporary differences are 
       the differences between the reported amounts of assets and liabilities 
       and their tax bases.  Deferred tax assets may be reduced by a 
       valuation allowance when and if, in the  opinion of management, the 
       tax asset will, in part or in all, not be realized.  Deferred tax 
       assets and liabilities are adjusted for the effects of changes in tax 
       laws and rates on the date of enactment.

                                  F-6

<PAGE>

NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

       PER SHARE DATA

       In February 1997, Statement of Financial Accounting Standards No. 128, 
       "Earnings Per Share" (SFAS 128) was issued.  Under SFAS 128, net 
       earnings per share ("EPS") are computed by dividing net earnings by 
       the weighted average number of shares of common stock outstanding 
       during the period. SFAS 128 replaces fully diluted EPS, which the 
       Company was not previously required to report, with EPS, assuming 
       dilution.  The Company adopted SFAS 128 effective December 31, 1997. 
       The effect of this accounting change on previously reported EPS data 
       is not significant.  The computation of earnings (loss) per share of 
       common stock is based on the weighted average number of shares 
       outstanding in 1998 and 1997 of 12,633,590 and 12,500,000 
       respectively, adjusted retroactively to reflect the one for two 
       reverse split effective September 1, 1997.  The computation of diluted 
       earnings (loss) per share of common stock is based on the weighted 
       average number of shares and equivalent shares outstanding in 1998 and 
       1997 of 12,773,283 and 12,500,000, respectively.  No potential common 
       shares existed at December 31, 1997; therefore, basic loss per share 
       equals diluted loss per share at that date.

       PREFERRED STOCK

       The Company, under its articles of incorporation, has the authority to 
       issue up to five million (5,000,000) shares of preferred stock with a 
       par value of $.001 each, totaling five thousand dollars ($5,000).  The 
       Board of Directors is authorized to provide for the issuance of the 
       shares of preferred stock in series by filing a certificate pursuant 
       to the applicable law of the State of Delaware, to establish the 
       number of shares to be included in each such series, and to fix the 
       designations, powers, preferences, rights and limitations of the 
       shares of each series.

       FAIR VALUES OF FINANCIAL INSTRUMENTS

       The following methods and assumptions were used by the Company in 
       estimating fair values of financial instruments as disclosed herein:

       CASH AND SHORT-TERM INSTRUMENTS.  The carrying amounts of cash and 
       short-term instruments approximate their fair value.

       INTEREST BEARING DEPOSITS WITH BANKS.  The carrying amounts of 
       interest bearing deposits with banks approximate their fair value.

       ACCOUNTS RECEIVABLE.  For accounts which are not past due greater than 
       90 days and have no significant change in credit risk, fair values are 
       based on carrying values.

       NOTES PAYABLE.  The Company's notes payable arrangement bears a 
       variable interest rate and represents terms and conditions currently 
       available for the same or similar debt facility in the marketplace. 
       Thus, the fair value of notes payable approximates the carrying amount.

                                  F-7

<PAGE>

NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

       NEW ACCOUNTING STANDARDS ADOPTED

       In June 1997, Statements of Financial Accounting Standards (SFAS) No. 
       130, "Reporting of Comprehensive Income," was issued.  This statement 
       requires that comprehensive income be reported  in the basic financial 
       statements.  Comprehensive income refers to the change in equity 
       during a period from transactions and events other than investments by 
       and distributions to owners.  This statement applies to fiscal years 
       beginning after December 15, 1997.  The Company adopted SFAS 130 on 
       January 1, 1998. 

       In June 1997, Statements of Financial Accounting Standards (SFAS) No. 
       131, "Disclosures about Segments of an Enterprise and Related 
       Information," was issued.  This Statement requires that a public 
       business enterprise report financial and descriptive information about 
       its reportable operating segments.  Financial information should 
       include a measure of segment profit or loss, certain specific revenue 
       and expense items, and segment assets.  Descriptive information should 
       include detail on how segments were determined,  products and services 
       provided by each, and any differences in the measurements used in 
       reporting segment information vs. those used in the general-purpose 
       financial statements.  This statement is effective for financial 
       statements for periods beginning after December 15, 1997.  The Company 
       adopted SFAS 131 on January 1, 1998.  The implementation of this 
       standard did not have any impact on the financial position or 
       disclosures of the Company or results of its operations.

NOTE 2:   PRIVATE OFFERINGS OF COMMON STOCK 

       The Company offered shares of its common stock, $.001 par value, to a 
       limited number of qualified investors in 1993.  The company sold 
       325,000 shares of common stock, at a price of $.20 per share for a 
       total of $65,000.  The investors subscribed to a minimum of 1,000 
       shares.  There was no minimum offering amount and there was no escrow 
       of any funds received from the offering and such funds were utilized 
       by the Company as they were received.  Proceeds from the offering were 
       used to provide working capital to the Company.

NOTE 3:   DISPOSITION OF FORMER SUBSIDIARIES CENTRAL CAPITAL CORP. AND HUDSON
          RESOURCES, INC.

       On February 28, 1997, the Company determined that its two subsidiary 
       corporations, Central Capital Corp. and Hudson Resources, Inc. had no 
       value and would hinder the Company in it's acquisition efforts. 
       Therefore, the two companies were sold to the Company's principal 
       shareholder, Mr. Lynn Dixon at their book value of $1,361.  As a 
       result of this sale the Company recognized  no gain or loss.

                                  F-8

<PAGE>


NOTE 3:   DISPOSITION OF FORMER SUBSIDIARIES CENTRAL CAPITAL CORP. AND HUDSON
          RESOURCES, INC. - CONTINUED

       Details of the net assets and operations for the subsidiaries are 
       presented below. 

       Former Subsidiaries Assets and Liabilities:

<TABLE>
<CAPTION>
                                                                        February 28,
                                     ASSETS                                 1997
                                                                        ------------
<S>                                                                     <C>
               Cash                                                     $      1,109
               Organization costs, net                                           252
                                                                        ------------

                    Total Assets                                        $      1,361
                                                                        ------------
                                                                        ------------

                    LIABILITIES AND SHAREHOLDERS' EQUITY

               Common stock                                             $      5,000
               Contributed capital                                            23,609
               Retained earnings                                             (27,248)
                                                                        ------------

                    Total Liabilities and Shareholder's Equity          $      1,361
                                                                        ------------
                                                                        ------------

            Former Subsidiaries Operations:

               Legal and professional expense                           $      1,400
               Amortization expense                                               32
                                                                        ------------

                    Net loss                                            $     (1,432)
                                                                        ------------
                                                                        ------------
</TABLE>

NOTE 4:   AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION

       In a September 19, 1997 Certificate of Amendment to Certificate of 
       Incorporation, pursuant to the terms of an agreement and plan of 
       reorganization dated August 29, 1997, the Company effectuated a 1 for 
       2 reverse stock split as to its shares of common stock outstanding as 
       of September 1, 1997, which decreased the shares from 2,500,000 to 
       1,250,000.  The Certificate of Amendment also resolved that the 
       Corporation shall, as amended, have the authority to issue fifty 
       million (50,000,000) shares of common stock with par value of $.001 
       each, totaling fifty thousand dollars ($50,000) and five million 
       (5,000,000) shares of preferred stock with par value of $.001 each, 
       totaling five thousand dollars ($5,000).  The board of directors is 
       authorized, subject to limitations prescribed by law and the 
       provisions of this Article, to provide for the issuance of the shares 
       of preferred stock in series by filing a certificate pursuant to the 
       applicable law of the State of Delaware, to establish the number of 
       shares, to fix the designations, powers, preferences, rights, 
       qualifications, limitations and/or restrictions, to be included in 
       each such series. At September 30, 1998 and December 31, 1997, there 
       were no preferred shares issued or outstanding.

                                  F-9

<PAGE>

NOTE 5:   ACQUISITION OF FIRST INDEPENDENT COMPUTERS, INC.

       On April 30, 1997, Mr. Glenn M. Gallant and Mr. Douglas R. Baetz 
       purchased all of the issued and outstanding stock of First Independent 
       Computers, Inc. (FICI) then owned by Security Shares, Inc., a bank 
       holding company, for $1,600,000.  The transaction was accounted for 
       utilizing "pushdown accounting", whereby all assets and liabilities of 
       FICI were restated at their estimated market value on the purchase 
       date.  The fair market value of the restated assets was $1,200,746 and 
       the fair value of the restated liabilities was $574,670 at May 1, 
       1997.  The purchase price (equity) of $1,600,000 plus the restated 
       liabilities of $574,670 totaled $2,174,670 as of the date of purchase. 
       The difference between the revalued liabilities and equity of 
       $2,174,670 less the restated assets of $1,200,746 resulted in the 
       recording of $973,924 as goodwill to be amortized over an estimated 
       benefit period of twenty (20) years.  Goodwill amortization expense 
       amounts to $4,058 monthly, with $36,525 of amortization expense 
       included in the period ending September 30, 1998 and $32,466 (from May 
       1, 1997 to December 31, 1997) of amortization expense included in the 
       year ending December 31, 1997 results of operation.

       Effective as of September 23, 1997, Columbia Capital Corp. (the 
       "Company") acquired all of the common stock (the "FICI Common Stock") 
       of the Company's operating subsidiary, First Independent Computers, 
       Inc. ("FICI") from Messrs. Douglas R. Baetz and Glenn M. Gallant. 
       Pursuant to the terms of the agreement of acquisition of the FICI 
       Common Stock, dated August 29, 1997 (the "Stock Purchase Agreement"), 
       Messrs. Gallant and Baetz received 10,631,250 shares of Common Stock 
       (after the Company effectuated a 1 for 2 reverse stock split of its 
       Common Stock) in exchange for the FICI Common Stock, which represented 
       approximately 85% of the Company's then issued and outstanding Common 
       Stock.  

       In connection with the closing of the Stock Purchase Agreement, the 
       Company issued 618,750 shares of Common Stock to Baytree Associates, 
       Inc., a third party which is not an affiliate of Messrs. Baetz and 
       Gallant, as a fee for services rendered to the Company for arranging 
       the transactions which are the subject of the Stock Purchase Agreement.

       The accompanying financial statements have been presented, for 
       accounting purposes, as a recapitalization of FICI, with FICI as the 
       acquirer of the Company.  Further, in connection with the transactions 
       relating to the Stock Purchase Agreement and the acquisition of the 
       FICI Common Stock by Messrs. Baetz and Gallant, such persons obtained 
       a controlling interest in FICI and, thereafter, the Company. 
       Therefore, these transactions were transactions between entities under 
       common control.  Accordingly, the business combination between the 
       Company and FICI was accounted for in a manner similar to a pooling of 
       interests, whereby the accounts of the entities involved were not 
       revalued, rather they were combined at their historical basis.  

       The Company's consolidated financial statements were restated to 
       include the results of operations of FICI from May 1, 1997, the 
       acquisition date of FICI by Messrs. Baetz and Gallant.  There were no 
       adjustments to net assets of the combining companies necessary for 
       either to adopt the same accounting practices.

                                  F-10

<PAGE>

NOTE 6:   FINANCIAL INSTRUMENTS 

       The estimated fair values of the Company's financial instruments at
       September 30, 1998 were as follows:

<TABLE>
<CAPTION>
                                                               Carrying        Fair
                                                                Amount         Value
                                                             -----------    -----------
<S>                                                          <C>            <C>
       Financial assets:
           Cash and interest bearing deposits with banks     $ 1,073,971    $ 1,073,971
           Accounts receivable                                   759,265        759,265
       Financial liabilities:
           Notes payable                                     $   858,376    $   858,376
           Accrued interest payable                               14,819         14,819
</TABLE>

       The estimated fair values of the Company's financial instruments at 
       December 31, 1997 were as follows:

<TABLE>
<CAPTION>
                                                               Carrying        Fair
                                                                Amount         Value
                                                             -----------    -----------
<S>                                                          <C>            <C>
       Financial assets:
           Cash and interest bearing deposits with banks     $    321,439   $    321,439
           Accounts receivable                                    522,538        522,538
       Financial liabilities:
           Notes payable                                     $  1,300,000   $  1,300,000
           Accrued interest payable                                11,589         11,589
</TABLE>

       The method(s) and assumptions used to estimate the fair value of 
       financial instruments are disclosed in Note 1, "Fair Values of 
       Financial Instruments".

NOTE 7:   INCOME TAXES

       The Company files a consolidated federal income tax return; however, 
       federal income taxes are allocated between the Company and Subsidiary 
       based on statutory rates.  The consolidated income tax expense 
       (benefit), as a percentage of pretax earnings, differs from the 
       statutory federal income tax rate as follows:

<TABLE>
<CAPTION>
                                               Three Months Ended          Nine Months Ended
                                                  September 30,              September 30,
                                              ---------------------      ---------------------
                                                1998         1997          1998         1997
                                              --------     --------      --------     --------
<S>                                           <C>          <C>           <C>          <C>
       Statutory federal income tax rate        34.00%     (34.00)%        34.00%     (34.00)%
       Non-deductible expenses                   0.11          -             .04          -
       Other                                       -           -              -         1.85
                                              --------     --------      --------     --------
          Effective income tax rate             34.11%     (34.00)%        34.04%     (32.15)%
                                              --------     --------      --------     --------
                                              --------     --------      --------     --------
</TABLE>

                                  F-11

<PAGE>

NOTE 7:   INCOME TAXES - CONTINUED

       Income tax expense (benefit) is comprised of the following:

<TABLE>
<CAPTION>
                                                Three Months Ended            Nine Months Ended
                                                   September 30,                September 30,
                                              -----------------------      -----------------------
                                                 1998         1997            1998       1997
                                              ----------   ----------      ----------   ----------
<S>                                           <C>          <C>             <C>          <C>
       Current income tax expense (benefit)    $365,390    $(257,024)        $770,553   $(257,985)
       Deferred income tax expense (benefit)       (921)        -             144,636        - 
                                              ----------   ----------      ----------   ----------
                                               $364,469    $(257,024)        $915,189   $(257,985)
                                              ----------   ----------      ----------   ----------
                                              ----------   ----------      ----------   ----------
</TABLE>

       The tax effects of temporary differences that gave rise to deferred 
       tax assets as of September 30, 1998 and December 31, 1997, respectively:

<TABLE>
<S>                                              <C>          <C>
       Depreciation and amortization             $   9,249    $  52,033 
       Net operating loss carryforwards             13,923      122,209 
       Other                                         6,434         -
                                                 ---------    ---------
          Net deferred tax assets                $  29,606    $ 174,242 
                                                 ---------    ---------
                                                 ---------    ---------
</TABLE>

       The Company had available consolidated net operating loss 
       carryforwards for federal income tax purposes of $360,783 for December 
       31, 1997.  The consolidated net operating loss carryforwards at 
       December 31, 1997 will expire as shown below.

<TABLE>
<CAPTION>
                         Year                     Amount
                       --------                 ----------
<S>                                             <C>
                         2008                   $    804
                         2009                      4,297
                         2010                     21,545
                         2011                      3,359
                         2012                    330,778
</TABLE>

       The Company expects to utilize all or substantially all of the net 
       operating loss carryforwards in 1998; therefore, no valuation 
       allowance has been recorded against the deferred tax asset generated 
       by the net operating loss carryforward.

NOTE 8:   NOTES PAYABLE

       The Subsidiary, has extended an operating  line of credit through 
       Century Financial Group, Inc., a company owned by the Company's 
       primary shareholders.  The original line of credit with the same 
       Century Financial Group, Inc. provides the Subsidiary with a maximum 
       operating line of credit of two million dollars ($2,000,000). Advances 
       on the line of credit, not to exceed the maximum limit, are made at 
       the discretion of the Subsidiary's management.  The line of credit is 
       secured by all assets of the Subsidiary.  The line of credit carries 
       an annual percentage rate of ten percent (10%).  Under the terms of 
       the line of credit, the Subsidiary pays interest on a monthly basis 
       with the unpaid principal due at maturity, September 15, 1999. The 
       outstanding balance on the line of credit as of September 30, 1998 and 
       December 31, 1997 was $700,000 and $1,300,000.

                                  F-12

<PAGE>

NOTE 8:   NOTES PAYABLE - CONTINUED

       The subsidiary has a real estate lien note through American State Bank 
       formerly Security State Bank. The real estate note, dated August 1, 
       1998, in the amount of one hundred sixty thousand dollars ($160,000) 
       carries an annual interest rate of Wall Street prime plus one percent 
       (1%), with the unpaid principal and interest due and payable in 35 
       monthly installments of $2,100 and a final payment of all principal 
       and interest outstanding.  The note has a maturity date of August 1, 
       2001.  The note is secured by a Deed of Trust to a building in which 
       the note proceeds were used to purchase and renovate.  The outstanding 
       balance on the note as of September 30, 1998 was $158,376.

NOTE 9:   LEASE OBLIGATIONS  

       The Company has entered into various operating lease agreements. Under 
       terms of an operating lease with IBM Corporation, certificates of 
       deposit with a carrying value of $603,578 at September 30, 1998, were 
       pledged as collateral against Bank One letters of credit in favor of 
       IBM.  

       The future minimum payments for leased property under these 
       noncancellable lease agreements for each of the next five years ending 
       December 31, 2003, are as follows:

<TABLE>
<S>                                               <C>
                         1998                     $   352,197
                         1999                       1,081,569
                         2000                         712,763
                         2001                         214,457
                         2002                         174,760
                         2003                          73,958
                                                  -----------
                         Lease obligations        $ 2,609,704
                                                  -----------
                                                  -----------
</TABLE>

       No commitments for leased property extend more than five years.

       The Company currently leases its office space, 52,248 square feet, 
       from American State Bank at an annual cost of approximately $400,000. 
       The lease made on August 1, 1997 is for a term of two years expiring 
       July 31, 1999.

NOTE 10:  MARKET RISK AND CONCENTRATIONS 

       On June 30, 1997 the Subsidiary had a significant credit card 
       portfolio processing contract expire.  This contract was not renewed. 
       The contract represented approximately one hundred thousand dollars 
       ($100,000) or thirty percent (30%) of the Subsidiary's monthly 
       operating revenue, and its loss substantially affected the 
       Subsidiary's profitability in 1997.  As a result, substantial 
       operating losses were recognized in the months July through October 
       1997.  

       On October 1, 1997 the Subsidiary entered into a five year contract to 
       process credit card activity and produce account statements for Best 
       Bank.  This contract represented approximately $500,000 per month in 
       additional operating revenue in November and December of 1997.

                                  F-13

<PAGE>

NOTE 10:  MARKET RISK AND CONCENTRATIONS - CONTINUED 

       In December, 1997, the Subsidiary earned approximately five hundred 
       thirty-five thousand ($535,000) on the bank contract which represents 
       seventy-two percent (72%) of total revenue for the month.

       For the year ending December 31, 1997, revenue from Security State 
       Bank (25%), Best Bank (43%) and Pride (14%) accounted for 
       approximately 82% of the Company's total revenues.  No other customers 
       accounted for 10% or more of the Company's total revenues. 

       For the nine months ended September 30, 1998, revenue from the Best 
       Bank portfolio (the "Portfolio") accounted for approximately 84% of 
       the Company's total revenues.  No other customers accounted for 10% or 
       more of the Company's total revenues.  Since the Best Bank failure in 
       July 1998 the Company has continued its role as processor for the 
       Portfolio accounts and is receiving payment from the Federal Deposit 
       Insurance Corporation ("the FDIC") for its processing costs.  As of 
       September 30, 1998, the Company's accounts receivable from the FDIC 
       relating to the Portfolio was $457,994, all current.  The Company can 
       not speculate on the extent to which it will continue to process the 
       Portfolio.  The loss of processing revenue associated with the 
       Portfolio could have a material effect on the Company's financial 
       statements.  

NOTE 11:  RELATED PARTY TRANSACTIONS

       On December 1, 1997, the Subsidiary entered into a lease agreement 
       with The Century Group, Inc., (the "Landlord"), owned by the Company's 
       primary shareholders Glenn Gallant and Douglas Baetz, for office space 
       located at 2701 West Oakland Park Boulevard, Ft. Lauderdale, Florida, 
       33311.  The term of the lease is for one (1) year for the sum of 
       thirty-one thousand seven hundred forty-six dollars ($31,746), plus 
       applicable sales and use taxes. The Company also agrees to pay the 
       Landlord, as additional rent for its share of the operating expenses 
       associated with the premises.  The Subsidiary's financing source, 
       Century Financial Group, Inc., is owned by the Company's primary 
       shareholders, Glenn Gallant and Douglas Baetz.  Interest expense and 
       accrued interest payable to Century Financial Group, Inc. amounted to 
       $55,479 and $13,479 as of September 30, 1998.

NOTE 12:  STOCK OPTION PLAN

       The Company has adopted a stock plan to provide for the granting of 
       options to senior management of the Company.  As of September 30, 
       1998, the Company has allocated 1,250,000 shares of stock for issuance 
       under the plan.  On July 1, 1998 the Company granted 350,000 options.

                                  F-14

<PAGE>

NOTE 12:  STOCK OPTION PLAN - CONTINUED

       The following table shows the vesting schedule and the exercise price 
       for each of the seven directors awarded options.

<TABLE>
<CAPTION>
                                                     Options vested
                                             -------------------------------      Total
                               Exercise      July 1,  October 1,  January 1,     Options
             Director           Price         1998      1998        1999         Granted
       --------------------    --------      -------  ----------  ----------    ---------
<S>                             <C>           <C>       <C>         <C>           <C>
       Glenn M. Gallant         $ 2.96        16,666    16,667      16,667        50,000 
       Douglas R. Baetz         $ 2.96        16,666    16,667      16,667        50,000 
       Kenneth A. Klotz         $ 2.28        16,666    16,667      16,667        50,000 
       Charles LaMontagne       $ 2.28        16,666    16,667      16,667        50,000 
       Olan Beard               $ 2.28        16,666    16,667      16,667        50,000 
       Donald Thone             $ 2.28        16,666    16,667      16,667        50,000 
       Robert Feldman           $ 2.28        16,666    16,667      16,667        50,000 
                                                                                ---------
                                                                                 350,000 
                                                                                ---------
                                                                                ---------
</TABLE>

       Messrs. Baetz and Gallant, having greater than 10% of the outstanding 
       shares of the Company at July 1, 1998, were granted options with an 
       exercise price set at 110% of the fair market value of the Company's 
       common stock at the date of the grant.  The remaining five directors 
       were granted options with an exercise price set at 85% of the fair 
       market value of the Company's common stock at the date of the grant. 
       As of September 30, 1998 no options under the plan had been exercised.

       The Company accounts for the options in accordance with Accounting 
       Principles Board Opinion No. 25, "Accounting for Stock Issued to 
       Employees," under which compensation cost is recognized for the 
       difference in the option's exercise price and the fair market value of 
       the stock as of the date of each grant over the vesting period.  The 
       effect of further compensation cost for the plan, had it been included 
       in the income statement as provided for in SFAS No. 123, "Accounting 
       for Stock-Based Compensation," would have resulted in an insignificant 
       reduction to the Company's net earnings and earnings per share on a 
       pro forma basis, based on estimates using an accepted options pricing 
       model. 

NOTE 13:  CONDENSED FINANCIAL INFORMATION - PARENT COMPANY

       The following represents consolidated financial information of the 
       parent company as of September 30, 1998 and December 31, 1997 
       utilizing the equity method of accounting. 

     CONDENSED BALANCE SHEET:

<TABLE>
<CAPTION>
                         ASSETS                      September 30,      December 31,
                                                         1998               1997
                                                     -------------      ------------
<S>                                                  <C>                <C>
       Current assets
        Cash and cash equivalents                    $       2,108      $      1,689
        Prepaid expenses and other assets                  149,000            15,024
                                                     -------------      ------------
          Total current assets                             151,108            16,713

        Investment in subsidiary                         3,475,384         1,379,969
                                                     -------------      ------------

                   TOTAL ASSETS                      $   3,626,492      $  1,396,682
                                                     -------------      ------------
                                                     -------------      ------------
</TABLE>

                                  F-15

<PAGE>

NOTE 13:  CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED

<TABLE>
<CAPTION>
                                                                     September 30,     December 31,
                                                                         1998              1997
                                                                     -------------     ------------
<S>                                                                  <C>               <C>
                LIABILITIES AND SHAREHOLDERS' EQUITY

       LIABILITIES
         Accrued expenses and other liabilities                      $      37,961            5,000
         Due to subsidiary                                                 276,606          179,691
                                                                     -------------     ------------
          Total current liabilities                                        314,567          184,691

       SHAREHOLDERS' EQUITY
         Common stock                                                       12,765           12,500
         Capital surplus                                                 2,007,715        1,681,230
         Retained earnings (deficit)                                     1,291,445         (481,739)
                                                                     -------------     ------------
          Total shareholders' equity                                     3,311,925        1,211,991
                                                                     -------------     ------------

                TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $   3,626,492     $  1,396,682
                                                                     -------------     ------------
                                                                     -------------     ------------

    CONDENSED INCOME STATEMENT:

       REVENUES
         Undistributed earnings (loss) of subsidiary                 $   2,050,415     $   (220,031)
                                                                     -------------     ------------
          Total revenues                                                 2,050,415         (220,031)

       EXPENSES
         Stockholder costs and fees                                          8,028              581
         Professional and outside services                                 296,504           27,851
         Marketing                                                         112,216             - 
         Amortization expense                                                 -                 189
         Costs related to acquisition                                         -             186,921
         Other operating                                                     1,568              647
                                                                     -------------     ------------
          Total expenses                                                   418,316          216,189

         Net loss related to discontinued operations                          -              (1,432)
                                                                     -------------     ------------

       INCOME (LOSS) BEFORE FEDERAL INCOME TAX                           1,632,099         (437,652)

         Income tax benefit                                               (141,085)         (13,284)
                                                                     -------------     -------------

       Net income (loss)                                             $   1,773,184     $   (424,368)
                                                                     -------------     ------------
                                                                     -------------     ------------
</TABLE>

                                  F-16

<PAGE>

NOTE 13:       CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED

<TABLE>
<CAPTION>
                                                                     September 30,     December 31,
                                                                         1998              1997
                                                                     -------------     ------------
<S>                                                                  <C>               <C>
     CONDENSED STATEMENT OF CASH FLOWS:

       CASH FLOWS FROM OPERATING ACTIVITIES
        Net income (loss)                                            $   1,773,184     $   (424,368)
        Adjustments to reconcile net income (loss) to
         net cash provided by operations
               Undistributed earnings in subsidiary                     (2,050,415)         220,031 
               Depreciation and amortization                                  -                 189 
               Prepaid expenses and other assets                          (133,976)         (13,436)
               Accruals and accounts payable                               129,876          209,515 
                                                                     -------------     ------------
       Net cash used by operating activities                              (281,331)          (8,069)


       CASH FLOWS FROM FINANCING ACTIVITIES
               Issuance of common stock                                    281,750             -   
                                                                     -------------     ------------

     NET INCREASE IN CASH AND CASH EQUIVALENTS                                 419           (8,069)

     CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                          1,689            9,758 
                                                                     -------------     ------------

     CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $       2,108     $      1,689 
                                                                     -------------     ------------
                                                                     -------------     ------------
</TABLE>

NOTE 14:  CONSULTING AGREEMENTS

       On March 20, 1998, Columbia Capital Corp. entered into a consulting 
       agreement with Worldwide Corporate Finance ("Worldwide").  Worldwide, 
       through its individual affiliate, Michael Markow, provides the Company 
       with consulting services, including long term business, managerial and 
       financial planning; investigating and analysis in corporate 
       reorganizations and expansion in merger and acquisition opportunities; 
       and the introduction of business opportunities for credit card 
       processing services.  The consulting agreement expires on March 19, 
       1999.  As compensation for services, the Company granted to Mr. Markow 
       options to purchase up to 300,000 shares of Common Stock, which are 
       the subject of a currently effective registration statement, on the 
       following terms and conditions: (i) options to purchase up to 150,000 
       shares of Common Stock at an exercise price of $0.95 per share, 
       exercisable from April 1, 1998 until March 31, 1999; (ii) options to 
       purchase up to 75,000 shares of Common Stock at an exercise price of 
       $0.95 per share, exercisable from June 19, 1998 until March 19, 1999; 
       and (iii) options to purchase up to 75,000 shares of Common Stock at 
       an exercise price of $0.95 per share, exercisable from September 19, 
       1998 until September 19, 1999.

       Worldwide has elected to receive payment in the form of non-cash 
       transactions by exercising the options against amounts otherwise 
       payable for services rendered by Mr. Markow, in which the fee will be 
       considered to be paid in full by delivery to Mr. Markow of the shares 
       underlying such options upon exercise thereof.

                                  F-17

<PAGE>

NOTE 14:  CONSULTING AGREEMENTS - CONTINUED

       In addition, options to purchase up to 400,000 shares of Common Stock, 
       have been issued to Mr. Markow, which is the subject of a currently 
       effective registration statement, on the following terms and 
       conditions: (i) options to purchase up to 100,000 shares of Common 
       Stock at an exercise price of $1.70 per share, exercisable from April 
       1, 1998 until August 31, 1998; (ii) options to purchase up to 100,000 
       shares of Common Stock at an exercise price of $1.70 per share, 
       exercisable from April 1, 1998 until October 31, 1998; (iii) options 
       to purchase up to 100,000 shares of Common Stock at a per share 
       exercise price equal to 85% of the closing bid market value of the 
       Common Stock on the date of exercise of such options, exercisable from 
       April 1, 1998 until March 31, 1999; and (iv) options to purchase up to 
       100,000 shares of Common Stock at a per share exercise price equal to 
       85% of the closing bid market value of the Common Stock on the date of 
       exercise of such options, exercisable from April 1, 1998 until March 
       31, 2000.

       On March 20, 1998, the Company entered into an additional consulting 
       agreement with Worldwide relating to prospective financing 
       transactions.  Compensation for these services will be paid in the 
       form of restricted securities on a transaction by transaction basis.

       As of September 30, 1998, Worldwide has exercised options to purchase 
       265,000 shares of Columbia Capital Corp. Common Stock.  Details of the 
       transactions are as follows:

          On April 17, and June 1, 1998, Worldwide exercised options to purchase
          150,000 and 75,000 shares, respectively, of the Company's Common Stock
          at $0.95 per share resulting in a transaction valued at $142,500 and
          $71,250, respectively. 

          On August 14, and August 19, 1998, Worldwide exercised options to 
          purchase 20,000 shares, for a total of 40,000 shares, of the Company's
          Common Stock at $1.70 per share resulting in transactions valued at
          $68,000.

       The fair value of the options granted approximate the value of the 
       services to be provided by Mr. Markow and is being recognized as a 
       component of consulting fees in the income statement over the term of 
       the agreement.

       On July 1, 1998, Columbia Capital Corp. entered into a consulting 
       agreement with Matthias and Berg, LLP ("the Firm").  The Firm, through 
       its partner, Jeffrey Berg, provides the Company with consulting and 
       litigation services, including long term business, managerial and 
       financial litigation support; investigating and analysis in corporate 
       reorganizations and legal expertise on merger and acquisition 
       opportunities.  As compensation for services, the Company granted to 
       the Firm options to purchase up to 100,000 shares of Common Stock, 
       which are the subject of a currently effective registration statement, 
       on the following terms and conditions: (i) options to purchase up to 
       100,000 shares of Common Stock at an exercise price of $2.28 per 
       share, exercisable from July 1, 1998.  The fair value of consulting 
       and litigation services provided by the Firm is being recognized as 
       the services are provided.  As of September 30, 1998 no options have 
       been exercised under the agreement.

                                  F-18

<PAGE>

NOTE 15:  YEAR 2000

       The Year 2000 issue is a programming issue that may affect many 
       electronic processing systems.  Until recently, in order to minimize 
       the length of data fields, most date-sensitive programs eliminated the 
       first two digits of the year.  This issue could affect information 
       technology ("IT") systems and date-sensitive embedded technology that 
       controls certain systems (such as telecommunications systems, security 
       systems, etc.) leaving them unable to properly recognize or 
       distinguish dates in the twentieth and twenty-first centuries and 
       thereafter.  For example, date-sensitive calculations may treat "00" 
       as the year 1900 rather than the year 2000.  This treatment could 
       result in significant miscalculations when processing critical 
       date-sensitive information relating to dates after December 31, 1999.

       Year 2000 Compliance requires that neither performance nor 
       functionality be affected by dates prior to, during, and after the 
       year 2000.  Specifically, every system must perform as follows:

          1.   Correctly handle date information before, during, and after
               January 1, 2000 when accepting date input, providing date output,
               and performing calculations on dates or portions of dates
          2.   Function according to the documentation before, during, and
               after January 1, 2000 without changes in operation
          3.   Where appropriate, respond to two digit date input in a way that
               resolves the ambiguity as to century in a disclosed, defined, and
               predetermined manner
          4.   Recognize Year 2000 as a leap year (based on the quad-centennial
               rule)

       These criteria were derived from the requirements established by the 
       British Standards Institute in DISC PD2000-1 A DEFINITION OF YEAR 2000 
       CONFORMITY REQUIREMENTS.

       Every mission-critical IT system processed by the Company has been 
       fully tested and certified by its developer to meet the above 
       criteria.  In addition, the testing process for most of the IT systems 
       has been certified by an independent third party such as the 
       Information Technology Association of America (ITAA).  As part of our 
       Year 2000 effort, we have reviewed the scope and methodology of the 
       testing performed by each developer to ensure that it was inclusive of 
       all the processes we perform with that product.  Although we are 
       confident each IT system is year 2000 compliant, we are currently 
       testing all systems to ensure that they will continue to coexist and 
       function properly in our environment.  We are also testing with our 
       customers and other entities to ensure that every ancillary system 
       that we are using is also Year 2000 compliant.

       Other IT systems are licensed from third parties.  These third parties 
       have either assured the Company that their system is Year 2000 
       compliant or identified necessary system upgrades to make their system 
       Year 2000 compliant.  The Company anticipates receiving the necessary 
       systems upgrades and completing Year 2000 compliance testing of these 
       other IT systems by March 31, 1999.

                                  F-19

<PAGE>

NOTE 15:  YEAR 2000 - CONTINUED

       The Year 2000 issue may also affect the Company's date-sensitive 
       embedded technology, which controls systems such as the 
       telecommunications systems, security systems, etc.  The Company does 
       not believe that the cost to modify or replace such technology to make 
       it Year 2000 compliant will be material.  But, if such modifications 
       or replacements, if required, are not made, the Year 2000 issue could 
       have a material adverse effect on the operations, financial condition 
       and results of operations of the Company.

       Ultimately, the potential impact of the Year 2000 issue will depend 
       not only on the corrective measures the Company undertakes, but also 
       on the way in which the Year 2000 issue is addressed by governmental 
       agencies, businesses and other entities that provide data to, or 
       receive data from, the Company or any of the Company's subsidiaries, 
       or whose financial condition or operations are important to the 
       Company or any of the Company's subsidiaries, such as significant 
       suppliers and customers.  The Company is initiating communications 
       with significant customers and vendors to evaluate the risk of their 
       failure to be Year 2000 compliant and to determine the extent to which 
       the Company may be vulnerable to such failure.  There can be no 
       assurance that the systems of these third parties will be Year 2000 
       compliant by December 31, 1999 or that the failure of these third 
       parties to be Year 2000 compliant will not have a material adverse 
       effect on the operations, financial condition and results of operation 
       of the Company.

       The cost of IT and embedded technology systems testing and upgrades is 
       not expected to be material to the Company consolidated operating 
       results.  The Company estimates incurring costs for Year 2000 
       compliance testing and its communications program, which will be 
       recorded as a non-operating expense.  The Company will capitalize and 
       amortize the cost of system upgrades over future periods.  The Company 
       intends to fund these costs with cash from operations.

       The Company believes that the most significant Year 2000 issue risks 
       relate to third parties' failures to be Year 2000 compliant.  But, 
       because the Company's assessment of and solution implementation for 
       the Year 2000 issue is still in process, the Company has not yet 
       developed contingency plans for these risks and the risk of the 
       Company's failure to be Year 2000 compliant.  Management intends to 
       complete contingency plans for the Year 2000 issue by December 31, 
       1998.

       There can be no absolute assurance that these IT systems will be Year 
       2000 compliant by December 31, 1999.  If any of these IT systems are 
       not Year 2000 compliant by December 31, 1999, then the Year 2000 issue 
       could have a material adverse effect on the operations, financial 
       condition and results of operations of the Company.

                                  F-20

<PAGE>

NOTE 16:  SUBSEQUENT EVENTS

       On November 2, 1998, the Company was notified by Messrs. Gallant, 
       Chairman of the Board and Secretary, and Baetz, a Director, who own 
       approximately eighty percent (80%) of the Company's issued and 
       outstanding stock, that they had been served by the District of 
       Colorado on civil actions with pleadings involving the Federal Deposit 
       Insurance Corporation (FDIC).  The pleadings involving the FDIC are in 
       relation to another entity owned by Messrs. Gallant and Baetz. The 
       Company and it's Subsidiary are not parties in the litigation. 

       On November 3, 1998, the Company accepted the resignations of Messrs. 
       Gallant, Chairman of the Board and Secretary, and Baetz, a Director. 
       The resignations were accepted due to the potential conflict of 
       interest between Messrs. Gallant and Baetz and the Company's largest 
       customer, the FDIC, as receiver of BestBank.

       On November 3, 1998, Kenneth Klotz, President and Director of the 
       Company, was named to the additional post of Chairman of the Board of 
       Directors. Charles LaMontagne, the Company's Chief Financial Officer, 
       was named to the post of Secretary. Messrs. Klotz and LaMontagne have 
       been senior executives of the Company's Subsidiary since 1994. 

                                  F-21

<PAGE>

                            COLUMBIA CAPITAL CORP.
                     PRO FORMA CONSOLIDATED BALANCE SHEETS
             NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
                     YEAR ENDED DECEMBER 31, 1997 (AUDITED)

<TABLE>
<CAPTION>

                                                                          September 30,      December 31,
                                ASSETS                                        1998               1997
                                                                          -------------      ------------
<S>                                                                       <C>                <C>
Current assets
  Cash and cash equivalents                                                $  470,393         $   17,861
  Interest bearing deposits with banks                                        603,578            303,578
  Accounts receivable, net                                                    759,265            522,538
  Prepaid expenses                                                            813,891            255,959
  Deferred tax asset                                                             -               122,209
  Other assets                                                                  4,507             93,201
                                                                           ----------         ----------
    Total current assets                                                    2,651,634          1,315,346

Premises and equipment                                                      1,450,382            562,598
  Less accumulated depreciation                                               172,524             47,914
                                                                           ----------         ----------
    Net property and equipment                                              1,277,858            514,684

Other assets
  Deferred tax asset                                                           29,606             52,033
  Goodwill, net of accumulated amortization of $68,988 and $32,466            904,936            941,458
                                                                           ----------         ----------
    Total other assets                                                        934,542            993,491
                                                                           ----------         ----------
      TOTAL  ASSETS                                                        $4,864,034         $2,823,521
                                                                           ----------         ----------
                                                                           ----------         ----------

              LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

  Accounts payable                                                         $  334,867         $  104,033
  Accrued expenses and other liabilities                                      328,987            195,908
  Notes payable - related party                                               700,000          1,300,000
  Current portion of note payable - American State Bank                        10,233               -
  Acrued interest payable                                                      14,819             11,589
  Acrued federal income tax payable                                            15,060               -
                                                                           ----------         ----------
    Total current liabilities                                               1,403,966          1,611,530

  Long term portion of note payable - American State Bank                     148,143               -
                                                                           ----------         ----------
    Total liabilities                                                       1,552,109          1,611,530

  Common stock, $.001 par value; 50,000,000 shares
    authorized; 12,765,000 and 12,500,000 issued and
    outstanding in 1998 and 1997 respectively                                  12,765             12,500
  Additional paid-in capital                                                2,007,715          1,681,230
  Retained earnings (deficit)                                               1,291,445           (481,739)
                                                                           ----------         ----------
    Total shareholders' equity                                              3,311,925          1,211,991
                                                                           ----------         ----------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $4,864,034         $2,823,521
                                                                           ----------         ----------
                                                                           ----------         ----------

</TABLE>

The accompanying note is an integral part of
these pro forma consolidated financial statements.

                                  F-22

<PAGE>

                            COLUMBIA CAPITAL CORP.
     PRO FORMA CONSOLIDATED COMPREHENSIVE STATEMENTS OF INCOME - UNAUDITED

<TABLE>
<CAPTION>

                                            For the Three Months         For the Nine Months
                                             Ended September 30,         Ended September 30,
                                          -------------------------   -------------------------
                                              1998          1997          1998          1997
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
REVENUE
  Pride                                   $    84,000   $   175,800   $   263,000   $   565,500
  Credit card                               3,041,514       153,138     7,740,448     1,045,981
  Banking                                     150,629       229,690       616,018       701,707
  Mail operations                             383,841        41,689       826,255       186,645
  Courier                                       8,850        24,475        51,235        72,725
  Other                                         9,561         3,957        18,877        26,771
                                          -----------   -----------   -----------   -----------
    Total operating revenue                 3,678,395       628,749     9,515,833     2,599,329

EXPENSES
  Salaries and employee benefits              856,382       532,748     2,307,886     1,409,972
  Travel and entertainment                     40,953        33,986        92,656        59,990
  Equipment lease                             489,729       229,405     1,318,048       662,458
  Facilities rent                             113,311        77,494       333,474       150,094
  Repair and maintenance                      163,785       134,304       438,642       363,968
  Depreciation                                 53,884         3,418       124,685       183,704
  Amortization of goodwill                     12,174        10,146        36,522        18,262
  Insurance                                    27,948        11,529        67,934        27,969
  Computer and office supplies                166,944        50,430       459,708       171,773
  Postage and delivery fees                    22,382         7,502        58,198        33,167
  Telephone                                   228,732        12,219       669,037        81,421
  Professional and outside services           290,599         1,473       557,989        49,168
  Taxes                                        15,485         9,449        52,427        28,263
  Other                                       113,076        71,620       248,851        88,056
                                          -----------   -----------   -----------   -----------
    Total operating expenses                2,595,384     1,185,723     6,766,057     3,328,265
                                          -----------   -----------   -----------   -----------

INCOME (LOSS) FROM OPERATIONS               1,083,011      (556,974)    2,749,776      (728,936)

Other income (expense)

  Costs related to acquisition                  -          (186,921)        -          (186,921)
  Interest income                              13,916         -            34,607         -
  Interest expense                            (28,320)      (12,057)      (96,010)      (14,592)
                                          -----------   -----------   -----------   -----------
    Total other expense                       (14,404)     (198,978)      (61,403)     (201,513)
                                          -----------   -----------   -----------   -----------

INCOME (LOSS) BEFORE TAX                    1,068,607      (755,952)    2,688,373      (930,449)

  Income tax expense (benefit)                364,469      (257,024)      915,189      (257,985)
                                          -----------   -----------   -----------   -----------

NET INCOME (LOSS) BEFORE
  COMPREHENSIVE INCOME                        704,138      (498,928)    1,773,184      (672,464)
                                          -----------   -----------   -----------   -----------
                                          -----------   -----------   -----------   -----------

  Comprehensive income                          -             -             -             -
                                          -----------   -----------   -----------   -----------

NET COMPREHENSIVE INCOME                  $   704,138   $  (498,928)  $ 1,773,184   $  (672,464)
                                          -----------   -----------   -----------   -----------
                                          -----------   -----------   -----------   -----------

Basic earnings (loss) per share           $      0.06   $     (0.04)  $      0.14   $     (0.05)
                                          -----------   -----------   -----------   -----------
                                          -----------   -----------   -----------   -----------
Diluted earnings (loss) per share         $      0.06   $     (0.04)  $      0.14   $     (0.05)
                                          -----------   -----------   -----------   -----------
                                          -----------   -----------   -----------   -----------
Weighted average shares outstanding        13,089,889    12,500,000    12,773,283    12,500,000
                                          -----------   -----------   -----------   -----------
                                          -----------   -----------   -----------   -----------

</TABLE>

The accompanying note is an integral part of
these pro forma consolidated financial statements.

                                  F-23

<PAGE>

                            COLUMBIA CAPITAL CORP.
     PRO FORMA CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
             NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) AND
                    YEAR ENDED DECEMBER 31, 1997 (AUDITED)

<TABLE>
<CAPTION>

                                             Common Stock      Additional     Retained 
                                        ---------------------   Paid-In       Earnings                    
                                          Shares       Amount   Capital       (Deficit)         Total     
                                        ----------    -------  ----------    ----------      ----------   
<S>                                     <C>           <C>      <S>           <C>            <C>           
BALANCE - DECEMBER 31, 1996             12,500,000    $12,500  $1,681,230    $   94,428      $1,788,158   
                                                                                                          
  Net loss                                   -           -          -          (576,167)       (576,167)  
                                        ----------    -------  ----------    ----------      ----------   
                                                                                                          
BALANCE - DECEMBER 31, 1997             12,500,000     12,500   1,681,230      (481,739)      1,211,991   
                                                                                                          
  Issuance of common stock                 265,000        265     281,485         -             281,750   
  Stock options                              -           -         45,000         -              45,000   
  Net income                                 -           -          -         1,773,184       1,773,184   
                                        ----------    -------  ----------    ----------      ----------   
                                                                                                          
BALANCE - SEPTEMBER 30, 1998            12,765,000    $12,765  $2,007,715    $1,291,445      $3,311,925   
                                        ----------    -------  ----------    ----------      ----------   
                                        ----------    -------  ----------    ----------      ----------

</TABLE>

The accompanying note is an integral part of
these pro forma consolidated financial statements.

                                  F-24

<PAGE>

                            COLUMBIA CAPITAL CORP.
     PRO FORMA CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

<TABLE>
<CAPTION>

                                                           For the Three Months         For the Nine Months
                                                            Ended September 30,         Ended September 30,
                                                         -------------------------   -------------------------
                                                             1998          1997          1998          1997
                                                         -----------   -----------   -----------   -----------
<S>                                                      <C>           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                       $ 704,138    $ (498,928)   $ 1,773,184   $ (672,464)
  Adjustments to reconcile net income to
    net cash provided by operations
      Depreciation and amortization                          66,058        13,564        161,208      193,850
      Deferred income tax (benefit) expense                    (921)     (259,850)       144,636     (323,369)
      Decrease (increase) in
        Accounts receivable                                  83,023       (28,693)      (236,727)     442,439
        Deposits and prepaid expenses                       340,522      (117,569)      (469,238)    (194,256)
      Increase (decrease) in
        Accruals and accounts payable                      (357,820)      (69,307)       382,202     (210,900)
                                                         -----------   -----------   -----------   -----------
Net cash provided by (used in) operating activities         835,000      (960,783)     1,755,265     (764,700)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                 (443,339)      (71,612)      (887,859)    (114,032)
  Investment in interest bearing deposit                      -             -           (300,000)      (2,578)
                                                         -----------   -----------   -----------   -----------
Net cash used in investing activities                      (443,339)      (71,612)    (1,187,859)    (116,610)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from line of credit, net of payments            (150,000)    1,050,000       (600,000)   1,168,580
  Proceeds from ASB note, net of payments                    (1,624)        -            158,376        -
  Proceeds from the sale of stock                           113,000         -            326,750        -
  Decrease in bank overdraft                                  -             -              -          (31,557)
                                                         -----------   -----------   -----------   -----------
Net cash (used in) provided by financing activities         (38,624)    1,050,000       (114,874)   1,137,023
                                                         -----------   -----------   -----------   -----------

NET INCREASE IN CASH
  AND CASH EQUIVALENTS                                      353,037        17,605        452,532      255,713

Cash and cash equivalents at beginning of year              117,356       238,108         17,861        -
                                                         -----------   -----------   -----------   -----------

CASH AND CASH EQUIVALENTS AT SEPTEMBER 30,                $ 470,393    $  255,713    $   470,393   $  255,713
                                                         -----------   -----------   -----------   -----------
                                                         -----------   -----------   -----------   -----------

SUPPLEMENTAL DISCLOSURE
  OF CASH FLOW INFORMATION:
    Interest paid                                         $  28,320    $   12,057    $    96,010   $   14,592
    Taxes paid                                              324,000         -            760,000        -

</TABLE>

The accompanying note is an integral part of
these pro forma consolidated financial statements.

                                  F-25

<PAGE>

                               COLUMBIA CAPITAL CORP.
                         PRO FORMA INFORMATION - UNAUDITED

NOTE:  BASIS OF PRESENTATION

     The accompanying unaudited pro forma financial statements ("the
     Statements") have been prepared in accordance with presentation guidelines
     set forth for pro forma financial statements.  Therefore, they are not
     historical in nature and do not include all information and footnotes
     necessary for a fair presentation of financial position and results of
     operations and cash flows in conformity with generally accepted accounting
     principles.  The Statements are not necessarily indicative of the financial
     position and results of operations and cash flows that would have been
     attained if the transactions or events had actually taken place on the date
     depicted and should be read in conjunction with the related historical
     financial information.  The Statements present the financial position and
     results of operations and cash flows as if the events, in the following
     paragraphs, had occurred on January 1, 1997.  For the periods ended
     September 30, 1998 and 1997 amortization expense for goodwill is stated at
     its historic value of $36,522 and $18,262, respectively.  Additionally,
     accumulated depreciation at September 30,1997 associated with the restated
     fixed assets is shown as if amounts accumulated through April 30, 1997 were
     netted against the restated fixed assets at that date.

     Effective September 23, 1997, Columbia Capital Corp. (the "Company")
     acquired all of the common stock (the "FICI Common Stock") of the Company's
     operating subsidiary, First Independent Computers, Inc. ("FICI") from
     Messrs. Douglas R. Baetz and Glenn M. Gallant.  Pursuant to the terms of
     the agreement of acquisition of the FICI Common Stock, dated August 29,
     1997 (the "Stock Purchase Agreement"), Messrs. Gallant and Baetz received
     10,631,250 shares of Common Stock (after the Company effectuated a 1 for 2
     reverse stock split of its Common Stock) in exchange for the FICI Common
     Stock, which represented approximately 85% of the Company's then issued and
     outstanding Common Stock.  In connection with the closing of the Stock
     Purchase Agreement, the Company issued 618,750 shares of Common Stock to
     Baytree Associates, Inc., a third party which is not an affiliate of
     Messrs. Baetz and Gallant, as a fee for services rendered to the Company
     for arranging the transactions which are the subject of the Stock Purchase
     Agreement.

     On April 30, 1997, Mr. Glenn M. Gallant and Mr. Douglas R. Baetz 
     purchased all of the issued and outstanding stock of First Independent 
     Computers, Inc. (FICI) then owned by Security Shares, Inc., a bank 
     holding company, for $1,600,000. The transaction was accounted for 
     utilizing "pushdown accounting", whereby all assets and liabilities of 
     FICI were restated at their estimated market value on the purchase date. 
     The fair market value of the restated assets was $1,200,746 and the fair 
     value of the restated liabilities was $574,670 at May 1, 1997. The 
     purchase price (equity) of $1,600,000 plus the restated liabilities of 
     $574,670 totaled $2,174,670 as of the date of purchase. The difference 
     between the revalued liabilities and equity of $2,174,670 less the 
     restated assets of $1,200,746 resulted in the recording of $973,924 as 
     goodwill to be amortized over an estimated benefit period of twenty (20) 
     years. Goodwill amortization expense amounts to approximately $4,058 
     monthly.

                                  F-26

<PAGE>

NOTE:  BASIS OF PRESENTATION - CONTINUED

     The accompanying financial statements have been presented, for accounting
     purposes, as a recapitalization of FICI, with FICI as the acquirer of the
     Company.  Further, in connection with the transactions relating to the
     Stock Purchase Agreement and the acquisition of the FICI Common Stock by
     Messrs. Baetz and Gallant, such persons obtained a controlling interest in
     FICI and, thereafter, the Company.  Therefore, for accounting purposes,
     these transactions are deemed to be transactions between entities under
     common control.  Accordingly, the business combination between the Company
     and FICI was accounted for in a manner similar to a pooling of interests,
     whereby the accounts of the entities involved were not revalued, rather
     they were combined at their historical basis.  The Company's historical
     consolidated financial statements were restated to include the results of
     operations of FICI from May 1, 1997, the acquisition date of FICI by
     Messrs. Baetz and Gallant.  There were no adjustments to net assets of the
     combining companies necessary for either to adopt the same accounting
     practices.

                                  F-27

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     THIS REPORT, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN 
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.  
UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERM "COMPANY" REFERS TO COLUMBIA 
CAPITAL CORP. AND ITS WHOLLY-OWNED SUBSIDIARY, FIRST INDEPENDENT COMPUTERS, 
INC. ("FICI"), THROUGH WHICH THE COMPANY PRINCIPALLY CONDUCTS ITS BUSINESS 
OPERATIONS. WHEN USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," 
"ESTIMATES," "BELIEVES" AND SIMILAR EXPRESSIONS, AS THEY RELATE TO THE 
COMPANY OR ITS MANAGEMENT, ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING 
STATEMENTS.  THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY 
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING 
STATEMENTS.  FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH MATERIAL 
DIFFERENCES INCLUDE THE FACTORS DISCLOSED IN THE "RISK FACTORS" SECTION OF 
THIS REPORT, WHICH READERS OF THIS REPORT SHOULD CONSIDER CAREFULLY.

OVERVIEW OF PRESENTATION

     As of May 1, 1997, Douglas R. Baetz and Glenn M. Gallant acquired 100% 
of the issued and outstanding common stock (the "FICI Common Stock") of FICI 
for $1,600,000 in cash from certain unaffiliated parties. As of September 23, 
1997, the Company entered into a Stock Purchase Agreement with Messrs. Baetz 
and Gallant, pursuant to which the Company issued an aggregate of 10,631,250 
shares of the Company's common stock, par value $0.001 per share (the "Common 
Stock") in exchange for 100% of the issued and outstanding shares of FICI 
Common Stock The Company also issued 618,750 shares of Common Stock to a 
third party, which is not an affiliate of Messrs. Baetz and Gallant, for 
services rendered to the Company for arranging the transactions which are the 
subject of the Stock Purchase Agreement.  In connection with the closing of 
the Stock Purchase Agreement, FICI became the sole operating subsidiary of 
the Company. See " Part II-Other Information-Item 1-Legal Proceedings."

     In connection with the transactions relating to the Stock Purchase 
Agreement and the acquisition of the FICI Common Stock by Messrs. Baetz and 
Gallant, such persons obtained a controlling interest in FICI and, 
thereafter, the Company.  Therefore, for accounting purposes, the 
transactions relating to the Stock Purchase Agreement are deemed to be 
transactions between entities under common control.  Accordingly, the 
business combination between the Company and FICI was accounted for in a 
manner similar to a pooling of interests, whereby the accounts of the 
entities involved were not revalued, but were combined at their historical 
basis.

     FICI's assets and liabilities have been restated at their estimated fair 
market value as of May 1, 1997 on the balance sheets of the Company at 
September 30, 1998 and December 31, 1997, in the Company's consolidated 
financial statements for the nine (9) months ended September 30, 1998 and 
1997, included elsewhere herein at May 1, 1997, utilizing "pushdown 
accounting." The fair market value of the restated assets was $1,200,746 and 
the fair value of the restated liabilities was $574,670 at May 1, 1997.  The 
purchase price (equity) of $1,600,000 plus the restated liabilities of 
$574,670 totaled $2,174,670, as of the date of purchase. The difference 
between the revalued liabilities and equity of $2,174,670 less the restated 
assets of $1,200,746 resulted in the recording of $973,924 as goodwill.  The 
goodwill is anticipated to be amortized over 20 years in accordance with 
generally accepted accounting principles, with a resulting expense to the 
Company from goodwill amortization of approximately $4,058 per month, with 
$36,525 of amortization expense included in the period ending September 30, 
1998 and $32,466 (from May 1, 1997 to December 31, 1997) of amortization 
expense included in the results of operations for the year ended December 31, 
1997.

     The Company has included in this Report the unaudited consolidated 
financial statements of the Company for the nine (9) months ended September 
30, 1998 and 1997, which include the consolidated balance sheets of the 
Company as of September 30, 1998 (unaudited) and December 31, 1997 (audited), 
and the related consolidated income statements and statements of changes in 
shareholders' equity and cash flows for the nine (9) month periods ended 
September 30, 1998 and 1997.  The consolidated income statements and 
statements of cash flows of the Company for the nine (9) months ended 
September 30, 1998 and 1997, which form a part of the Company's consolidated 
financial statements for such periods, reflect the results of operations and 
cash flows of the parent holding company for the four (4) months ended April 
30, 1997, and the consolidated results of operations and cash flows of the 
parent holding company and FICI for the nine (9) months ended September 30, 
1998 and the five (5) months ended September 30, 1997.

                                       3
<PAGE>

     The Company has also included elsewhere in this Report the unaudited pro 
forma consolidated financial statements of the Company for the nine (9) 
months ended September 30, 1998 and 1997 (the "Pro Forma Financial 
Statements").  The Pro Forma Financial Statements include the consolidated 
balance sheets of the Company as of September 30, 1998 and December 31, 1997, 
and the related consolidated income statements and statements of changes in 
shareholders' equity and cash flows for the nine (9) month periods ended 
September 30, 1998 and 1997, and have been presented to reflect a 
recapitalization of FICI, with FICI as the acquiror of the Company as of 
September 23, 1997.

     For purposes of the following discussion and analysis, the results of 
operations for the nine (9) months ended September 30, 1998 and 1997 have 
been presented from the financial information set forth in the Pro Forma 
Financial Statements.  The following discussion reflects, on a pro forma 
basis, the consolidated results of operations of the parent holding company 
and FICI for the nine (9) months ended September 30, 1998 and the results of 
operations of FICI for the nine (9) month period ended September 30, 1997.  
This method of presentation was set forth herein to permit useful comparison 
between the aggregated nine (9) month periods ended September 30, 1998 and 
1997 with respect to FICI, the Company's sole operating subsidiary.  
Comparisons between the consolidated operations of the parent holding company 
and FICI for the nine (9) months ended September 30, 1998 and the five (5) 
month period ended September 30, 1997 and the operations of the parent 
holding company during the four (4) months ended April 30, 1997 are not 
meaningful because the parent holding company had insignificant operations 
during such earlier period.

RECENT CHANGES IN THE BUSINESS OF THE COMPANY

     CLOSURE OF BESTBANK AND RELATED MATTERS.   On July 23, 1998, the 
Colorado State Banking Board ordered the closure of BestBank and the Federal 
Deposit Insurance Corporation ("FDIC") assumed the role of receiver of 
BestBank. The single largest asset of BestBank was a portfolio (the 
"Portfolio") of credit card accounts receivable serviced by FICI. As of 
September 30, 1998, the number of active credit card accounts serviced by the 
Company was 678,845, of which 643,768 were derived by the Company pursuant to 
a master agreement (the "Master Agreement") with BestBank.

     On October 1, 1997, the Company entered into the Master Agreement with 
BestBank for processing and services for its customers with which BestBank 
has entered into contractual agreements. Since the Best Bank closure in July, 
1998, the Company has continued to process the Portfolio's accounts, pursuant 
to the terms of the Master Agreement, which remains in effect, and has been 
receiving payment from the FDIC for its processing services pursuant to the 
Master Agreement.  Although the Company continues to generate revenues from 
the Master Agreement with BestBank, the closure of BestBank may have a 
material adverse effect on the Company's future operations due to the 
Company's current dependence on the revenues derived pursuant to the Master 
Agreement.  The FDIC has placed the Portfolio up for public sale and expects 
to close the sale of these assets prior to December 31, 1998.  No assurance 
can be given that the Portfolio will be sold, or if sold, that the buyer will 
continue to utilize the services of the Company for processing the Portfolio. 
However, the Master Agreement has provisions which call for significant 
liquidated damages which may have to be paid by the FDIC to the Company 
should the Master Agreement be terminated, without the Company's consent, 
prior to the end of its term.

     The Company has been contacted by the FDIC for the purpose of 
renegotiating the terms of the Master Agreement with the FDIC for the 
continued processing of the Portfolio accounts.  The Company does not believe 
that the terms of a renegotiated agreement would be as favorable to the 
Company as those of the Master Agreement, particularly with regard to the 
terms of the liquidated damages provision.  As of the date of this Report, 
the Company and the FDIC have not reached an accord in connection with the 
request of the FDIC to renegotiate the terms of the Master Agreement.  The 
FDIC may attempt to terminate the Master Agreement if the FDIC and the 
Company are unable to reach an agreement as to the renegotiated terms of the 
Master Agreement.  No assurance can be given that the Company will be able to 
renegotiate the terms of the Master Agreement or that the Master Agreement 
will not be terminated by the FDIC.

     On November 3, 1998, Glenn M. Gallant resigned as Chairman of the Board 
and Secretary of the Company and Douglas R. Baetz resigned as a director. 
Messrs. Baetz and Gallant, who are also the principal shareholders of the 
Company, are involved in litigation with the FDIC, unrelated to the Company. 
Due to the fact that the FDIC is the Company's largest customer, Messrs. 
Baetz and Gallant chose to resign from their positions with the Company, while
the litigation is pending, in order to eliminate any potential conflicts of 
interest or negative effects to the Company arising out of the litigation.

     Kenneth Klotz was named Chairman of the Board of Directors and Charles 
LaMontagne was named Secretary of the Company on that date.

     AGREEMENT WITH PLATINUM-ICS, INC.  On June 8, 1998, the Company entered 
into an agreement with Platinum-ICS, Inc. ("Platinum") to perform data 
processing and other services in connection with Platinum's credit card 
portfolio.  Platinum is the managing entity coordinating a group of experts 
for processing, collecting, servicing and financing patient-pay accounts 
receivables for the provider's participants. Platinum issues cards to the 
recipients of medical care, who utilize the card to consolidate medical 
bills. The agreement has an initial term of three (3) years and will 
automatically renew for additional

                                       4
<PAGE>

three (3) year terms, unless written notice is given by either party no less 
than one hundred eighty (180) days prior to expiration of a given term.  As 
of the date of this Report, the Company has not yet began conversion of 
Platinum's portfolio, but expects conversion to begin before the end of 
November, 1998.  The number of accounts that will be processed by FICI is 
undetermined at this time.

     AGREEMENT WITH GREATER NEVADA CREDIT UNION.  On November 1, 1998, the 
Company entered into an agreement with Greater Nevada Credit Union ("GNCU") 
to perform data processing and other services in connection with GNCU's 
credit card portfolio. The agreement has an initial term of five (5) years 
and will automatically renew for additional three (3) year terms, unless 
written notice is given by either party no less than one hundred eighty (180) 
days prior to expiration of a given term. On October 30, 1998, the Company 
successfully converted GNCU's current portfolio, consisting of over 8,600 
credit card accounts.  The Company anticipates benefiting from the future 
growth of the portfolio over the life of the agreement. However, no assurance 
to this effect can be given.

RESULTS OF OPERATIONS FOR THE NINE (9) MONTHS ENDED SEPTEMBER 30, 1998 AND
SEPTEMBER 30, 1997

     Total operating revenues for the nine (9) months ended September 30, 
1998 increased approximately 266% to $9,515,833 from $2,599,329 for the nine 
(9) months ended September 30, 1997.  Total operating revenues principally 
include: (i) credit card processing revenues, and (ii) banking and financial 
service revenues.

     Credit card processing revenues during the nine (9) months ended 
September 30, 1998 increased 640% to $7,740,448 from $1,045,981 during the 
nine (9) months ended September 30, 1997.  This increase primarily relates to 
the revenues associated with the Master Agreement.  The Master Agreement with 
Best Bank represented 92% of the credit card revenues for the nine (9) months 
ended September 30, 1998.  There were no revenues associated with the Master 
Agreement in the nine (9) months ended September 30, 1997.  Credit card 
processing revenues during the nine (9) months ended September 30, 1997 
primarily related to a credit card processing agreement with Clark Refining, 
Inc. (the "Clark Agreement"), which expired on June 30, 1997.

     Banking and financial service revenues during the nine (9) months ended 
September 30, 1998 decreased to $616,018 from $701,707.  This source of 
revenues generally remained constant during the comparative periods because 
the Company maintained its customer base and did not make significant 
marketing efforts to develop this business segment. The Company intends to 
expand this line of business by targeting banks and financial institutions 
based on the increased capacity of the Company's equipment and hardware in 
connection with the upgraded lease with IBM and the installation of the 
Kirchman Dimension 3000 banking software. No assurances can be given that 
such efforts will result in increased revenues to the Company. See "Year 2000 
Compliance Issues."

     As of August 1, 1998, American State Bank acquired Security State Bank 
and converted its portfolio to an in-house processing system. The Company 
generated revenues of approximately $75,000 per month from this account 
during the previous three (3) years.  The Company entered into a contract to 
continue the item and backroom processing services for American State Bank 
through July 31, 1999.  The Company generated  revenues of approximately 
$42,000 for August, 1998 and $17,000 for September, 1998 from this agreement. 
 One time deconversion charges of approximately $25,000 were included in the 
August, 1998 revenues. The Company anticipates revenues of approximately 
$17,000 per month from American State Bank for the remainder of the contract. 
 Management believes that anticipated increases from the Company's credit 
card operations and future bank processing opportunities will replace this 
reduced source of revenues and that the loss of the Security State Bank 
account is not anticipated to have a material adverse effect on total revenue 
for fiscal 1998. However, no assurance to this effect can be given.

     Revenues from Pride Refining, Inc. ("Pride") decreased to $263,000 for 
the nine (9) months ended September 30, 1998 from $565,500 for the nine (9) 
months ended September 30, 1997.  This revenue decrease was due to a decision 
of the management of Pride to take its computer processing activities 
in-house.  This removal of processing from the Company to Pride is being 
converted in stages and should be completed by the summer of 1999.  Due to 
the expected increase in revenues from the Company's credit card operations 
and bank processing, the loss of the Pride revenue is not anticipated to have 
a material adverse effect on total revenue for fiscal year 1998.  However, no 
assurance to this effect can be given.

                                       5
<PAGE>

     Total operating expenses during the nine (9) months ended September 30, 
1998 increased 103% to $6,766,057 from $3,328,265 during the nine (9) months 
ended September 30, 1997.  Total operating expenses principally include: (i) 
cost of salaries and employee benefits, (ii) equipment expenses, (iii) cost 
of office supplies and services, (iv) rental and facilities maintenance 
expenses, and (v) depreciation and amortization expenses, as follows:

     Cost of salaries and employee benefits during the nine (9) months ended 
September 30, 1998 increased 64% to $2,307,886 from $1,409,972 during the 
nine (9) months ended September 30, 1997.  This increase primarily resulted 
from an increase of approximately 21 full time employees at September 30, 
1998 from September 30, 1997 to enable the Company to accommodate increased 
demand for credit card processing services relating to the Master Agreement.

     Equipment lease expenses during the nine (9) months ended September 30, 
1998 increased 99% to $1,318,048 from $662,458 during the nine (9) months 
ended September 30, 1997.  This increase primarily related to the negotiation 
of an equipment lease with IBM to upgrade the Company's computer hardware and 
the lease of Data Card 9000 credit card production equipment during the last 
quarter of the year ended December 31, 1997.

     Cost of office supplies and services, including professional and outside 
services, during the nine (9) months ended September 30, 1998 increased 420% 
to $1,744,932 from $335,547 during the nine (9) months ended September 30, 
1997. This increase related to the expanded volume of services provided by 
the Company as a result of the Master Agreement.

     Rental and repair and maintenance expenses during the nine (9) months 
ended September 30, 1998 increased 50% to $773,116 from $514,062 during the 
nine (9) months ended September 30, 1997.  This increase related to the 
negotiation of a new office lease agreement in August, 1997 which increased 
the Company's office space from 22,000 square feet to 52,000 square feet.

     In addition, depreciation and amortization expenses during the nine (9) 
months ended September 30, 1998 decreased 20% to $161,207 from $201,966 
during the nine (9) months ended September 30, 1997.  The decrease related to 
the revaluation of the Company's assets to fair market value on May 1, 1997 
in connection with the completion of the transactions relating to the Stock 
Purchase Agreement.

     Other revenues and expenses resulted in total other expenses of $61,403 
during the nine (9) months ended September 30, 1998, as compared to total 
other expenses of $201,513 during the nine (9) months ended September 30, 
1997. This decrease in expenses between the respective periods resulted from 
$186,921 of costs related to the acquisition of FICI by the Company in the 
third quarter of 1997, which were not recurring during the nine (9) months 
ended September 30, 1998, and interest income of $34,607 from certain 
certificates of deposit during the nine (9) months ended September 30, 1998, 
as compared to none during the nine (9) months ended September 30, 1997, 
offset by a net increase of interest expense of $81,418 during the nine (9) 
months ended September 30, 1998 from the nine (9) months ended September 30, 
1997 primarily relating to the line of credit (the "Line of Credit") provided 
by Century Financial Group, Inc., ("Century"), an affiliate of Messrs. Baetz 
and Gallant. See "Closure of BestBank and Related Matters."

     As a result of the foregoing, the Company generated net income of 
$1,773,184 during the nine (9) months ended September 30, 1998, as compared 
to a net loss of $672,464 during the nine (9) months ended September 30, 
1997. The Company generated income from operations of $2,749,726 during the 
nine (9) months ended September 30, 1998, as compared to a loss from 
operations of $728,936 during the nine (9) months ended September 30, 1997. 
This increase in income from operations primarily resulted from increased 
revenue related to the conversion of the BestBank credit card portfolio in 
October, 1997.  Due to economies of scale related to the increased number of 
accounts processed, expenses increased at a much lower percentage than 
revenues.   Also, the Company's proposed business plan contemplates the 
growth of revenues in connection with the Company's expansion strategy.  
There can be no assurance that the Company's expansion strategy will result 
in continued growth of demand for the Company's services or increased 
revenues or profitability.  See "Liquidity and Capital Resources."

                                       6
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 1998, the ratio of current assets to current 
liabilities was 1.89 to 1 as compared to 0.82 to 1 at December 31, 1997.

     The Company's cash flow needs for the quarter ended September 30, 1998 
were primarily provided from operations. The Company's cash flow needs for 
the quarter ended September 30, 1997 were primarily provided from the Line of 
Credit. At September 30, 1998, all trade payables and receivables were 
current. At September 30, 1998, a $20,000 unallocated reserve for bad debts 
was carried by the Company.  At September 30, 1998, prepaid expenses were 
$813,891 and are anticipated to be expensed as used in the future. Net 
property and equipment was $1,277,858 at September 30, 1998. Major capital 
additions during the three (3) months ended September 30, 1998 were the 
construction of a credit card production facility at a cost of $269,615 and 
personal computer system and network upgrades of $204,600. On April 2, 1998, 
the Company obtained an interim construction loan from American State Bank in 
the principal amount of $160,000 related to the purchase and construction of 
a credit card production facility. On August 1, 1998, the interim loan was 
converted to a note payable on August 1, 2001. The note is secured by the 
production facility building, and bears interest at the prime rate plus 1%. 
As of September 30, 1998, the principal outstanding balance on the note was 
$158,381. Management believes that, as of September 30, 1998, and for the 
foreseeable future, the Company will be able to finance costs of current 
levels of operations from its operating revenues.

     On September 11, 1997, as a result of the reduced cash flow relating to 
the expiration of the Clark Agreement on June 30, 1997, the Company entered 
into the Line of Credit.  The Line of Credit provided for an aggregate 
maximum amount of $2,000,000 of credit, secured by all of the Company's 
assets, at an interest rate of ten percent (10%) per annum. On October 31, 
1998, the Company renewed the Line of Credit, and reduced the aggregate 
maximum amount of available credit to $700,000.  Century also agreed to 
release its security interest in the Company's assets.  Century is not 
obligated to make advances to the Company under the Line of Credit.

     As of October 31, 1997, the Company had drawn down the principal amount 
of $1,400,000 on the Line of Credit. The Line of Credit constituted a 
principal source of cash flow during the period between the expiration of the 
Clark Agreement and the commencement of the Master Agreement. As of September 
30, 1998, the principal outstanding obligation to Century on the Line of 
Credit had been reduced to $700,000 from cash flow generated from the 
Company's operations.

     Cash and cash equivalents were $470,393, as of September 30, 1998, as 
compared to $17,861 as of December 31, 1997.  This increase was primarily 
attributable to positive cash flow during the nine (9) month period ended 
September 30, 1998.

     As of September 30, 1998 and December 31, 1997, the Company's long-term 
borrowings were $148,143 and none, respectively.  Long-term borrowings at 
September 30, 1998 consisted of the note payable of $158,376 to American 
State Bank, less the current portion of the note payable.

     As of September 30, 1998, the Company had short-term borrowings in the 
aggregate amount of $710,233, as compared to $1,300,000 at December 31, 1997. 
The decrease in short-term borrowings primarily was attributable to payments 
on the Line of Credit throughout the nine months ended September 30, 1998 
generated through positive cash flow from operations.

     In October, 1997, the Company entered into a 36-month equipment lease 
with IBM related to the Company's credit card processing operations.  The 
Company upgraded the equipment lease in March, 1998 to provide for continued 
increases in the Company's processing volume and efficiencies, and expansion 
of business operations.  The Company financed the lease agreement by the 
pledge of certificates of deposit in the aggregate amount of $500,000, 
$200,000 of which had initially been drawn down from the Line of Credit and 
the balance of which was generated by cash flow from operations.

     The certificates of deposit are for one-year terms and are automatically 
renewable for an additional year.  The certificates of deposit bear varying 
rates of interest based on the date of the establishment of the certificates 
of deposit.

                                       7
<PAGE>

     Net cash provided by (used in) operating activities was $1,755,265 and 
($764,700) for the nine (9) months ended September 30, 1998 and 1997, 
respectively.  Net cash provided by operations during the nine (9) months 
ended September 30, 1998 primarily consisted of net income from operations 
and increases in accruals and accounts payable and deferred income taxes, and 
depreciation and amortization, offset by increases in accounts receivable and 
deposits and prepaid expenses. Net cash used by operations during the nine 
(9) months ended September 30, 1997 primarily consisted of depreciation and 
amortization and decreases in accounts receivable, offset by net losses from 
operations, decreases in accruals and accounts payable, increases in deposits 
and prepaid expenses, and deferred tax benefits.

     Net cash (used in) investing activities was ($1,187,859) and ($116,610) 
for the nine (9) month periods ended September 30, 1998 and 1997, 
respectively. In the nine (9) months ended September 30, 1998, the Company 
utilized $887,859 to purchase certain fixed assets, including the upgrade of 
the IBM equipment lease and personal computer and network systems upgrades 
and a credit card production facility, and utilized $300,000 to invest in the 
Certificates of Deposit which are pledged to finance the lease agreements on 
the Company's mainframe computer system.  In the nine (9) months ended 
September 30, 1997, the Company utilized $114,032 to purchase certain fixed 
assets, including office furniture, credit card computer equipment and 
computer software and $2,578 to invest in certain interest bearing deposits.

     Net cash provided by (used in) financing activities was ($114,874) and 
$1,137,023 for the nine (9) month periods ended September 30, 1998 and 1997, 
respectively.  In the nine (9) months ended September 30, 1998, the Company 
made payments of $600,000 on  the Line of Credit, which was offset by the 
receipt of $326,750 from the issuance of Common Stock upon the exercise of 
stock options and the receipt of proceeds of $158,376, net of payments, 
pursuant to a construction loan from American State Bank to finance the 
construction of a credit card production facility.  In the nine (9) months 
ended September 30, 1997, the Company received proceeds of $1,168,580 from 
the Line of Credit, net of payments, which was utilized to finance the 
Company's business operations, and which was offset by a decrease of $31,557 
in the Company's bank overdraft position.

     The Company's business plan contemplates continued expansion of 
operations from such increased operational capacity and to acquire additional 
and upgraded equipment and software based on future perceived needs by 
management. There can be no assurances that the Company will be able to 
generate business sources to utilize existing operational capacity or that 
the Company will generate sufficient positive cash flow or develop additional 
sources of financing to continue the Company's business plan of growth and 
expansion.

YEAR 2000 COMPLIANCE ISSUES

     One of the major challenges facing the consumer financial data 
processing services industry is the problem of Year 2000 ("Y2K") compliance.  
The Y2K dilemma deals with the underlying fact that many existing computer 
programs use only two digits to identify a year in the date field.  These 
programs were designed and developed without considering the impact of the 
upcoming change in the 21st century.  If not corrected, many computer 
applications could fail or create erroneous results by January 1, 2000.  The 
Y2K dilemma affects virtually all companies and organizations, including the 
Company.

     The philosophy and practice regarding upgrades of equipment and 
software, in the opinion of management of the Company, allows the Company to 
offer a meaningful alternative to existing and prospective customers as an 
outsource, rather than such customers' attempting to perform these tasks 
in-house. Management feels that an additional opportunity to bring in bank 
processing customers exists by providing a solution to the Y2K dilemma. The 
Company's new banking software is certified and fully Y2K compliant and, 
therefore, a solution for banks facing this processing crisis. However, no 
assurance to this effect can be given.

                                       8
<PAGE>

     Prospective and existing customers must comply with numerous required 
regulatory mandates and are faced with the Y2K dilemma.  These mandates 
include: regulatory exams and audits supervised by the Federal Deposit 
Insurance Corporation ("FDIC"), Office of the Comptroller of the Currency of 
the United States (the "OCC"), and state regulatory agencies, external audits 
by independent third party auditors, proper disaster recovery planning and 
testing, installation of proper procedures and controls, insurance that key 
personnel are properly backed up so that reliance on key individuals for 
services are not interrupted and a host of other issues.  The removal of 
these overhead burdens from the Company's existing and prospective customers 
is a significant marketing opportunity for the Company.

     Over the past few years, the Company has attempted to actively address 
the Y2K dilemma.  The Company has had in place a project plan (the "Y2K 
Plan") and project team reviewing all hardware and software, as necessary.  
The Company anticipates its total investment in Y2K compliance will reach 
approximately $430,000.  The Company has already made a significant portion 
of the investment needed to address the Y2K dilemma.  As of the date of this 
Report, the cost to: (i) acquire, install and implement these new software 
systems has been an aggregate of approximately $170,000; and (ii) acquire new 
hardware has been approximately $5,000. The Company has also instituted 
policies and procedures that require all new hardware and software acquired 
or licensed by the Company to be Y2K compliant.  As of the date of this 
Report, all hardware is expected to be Y2K compliant by the fourth quarter of 
1998. It is management's opinion that any remaining Y2K issues are not 
significant and should be able to be funded through normal operating revenue 
and income. The Company estimates that until the Company has completed 
implementation of the Y2K Plan, the Company anticipates expending an 
additional $255,000, which is estimated to include $50,000 in software, 
$5,000 in new hardware and $200,000 on other aspects of the implementation of 
the Y2K Plan.  TThe anticipated source of funds for such expenditures is 
expected to be working capital generated from operations of the Company.  
However, no assurance can be given that the goals for the Y2K Plan can be 
achieved, and if achieved, that the amount necessary to achieve such goals 
will be limited to the amounts set forth above or that the amounts will be 
generated from operations.  See "Item 2 - Management's Discussion and 
Analysis or Plan of Operation."

     Specifically, to address this problem the Company has installed newly 
acquired banking software systems, licensed from The Kirchman Corporation, an 
unaffiliated third party ("Kirchman"), that management believes has provided 
a solution to the Company's Y2K compliance issues. The Company's new banking 
software is certified by Kirchman as fully Y2K compliant. These software 
upgrades are system and application functional upgrades.  However, no 
assurance can be given that all Y2K issues have been solved by the 
acquisition of this software.

     The Company has worked to develop extensive contingency plans to manage 
the Company's ongoing operations, if any systems do not function correctly on 
or after January 1, 2000.  The Company has a contract with IBM for a "Hot 
Site" at IBM's Business Recovery Center ("BRC") in Boulder, Colorado for 
disaster recovery and off-site testing.  The BRC maintains facilities, 
hardware and software, that is identical to the Company's current hardware 
and software configuration. The Company's disaster recovery specialists 
perform disaster recovery tests at these facilities every year.  In addition 
to the Company's normal disaster recovery tests, the Company will also use 
these facilities for off-site Y2K testing.  This will allow the Company to 
test all core business systems in a true production environment.  These 
facilities will serve as a contingency backup facility in several of the 
Company's Y2K disaster scenarios, including disrupted utilities and 
telecommunications services in the Abilene, Texas area.  Other contingency 
plans include agreements with several suppliers for materials and support, 
ranging from computers and other hardware to software support to power 
generators.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     The Financial Accounting Standards Board ("FASB") issued Statement of 
Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings Per Share," 
which is effective for financial statements issued for periods ending after 
December 31, 1997.  SFAS No. 128 requires public companies to present 
specific disclosure of basic earnings per share and, if applicable, diluted 
earnings per share, instead of primary and fully diluted earnings per share 
based on the dilutive impacts of outstanding stock options or other 
convertible securities. There was no material difference between reported 
earnings per share and diluted earnings per share for the periods presented 
in the Company's financial statements.

                                       9
<PAGE>

     FASB recently issued SFAS No. 130, "Reporting Comprehensive Income," 
which is required to be adopted for financial statements issued for periods 
beginning after December 15, 1997.  This statement establishes standards for 
the reporting and display of comprehensive income and its components. 
Comprehensive income is defined as revenue, expenses, gains and losses that, 
under generally accepted accounting principles, are included in comprehensive 
income, but excluded from net income (such as extraordinary and non-recurring 
gains and losses).  SFAS No. 130 requires that items of comprehensive income 
be classified separately in the financial statements.  SFAS No. 130 also 
requires that the accumulated balance of comprehensive income items be 
reported separately from retained earnings and paid-in capital in the equity 
section of the balance sheet.  SFAS No. 130 is not anticipated to have a 
material effect on the Company's financial position or results of operations.

     FASB recently issued SFAS No. 131, "Disclosures about Segments of an 
Enterprise and Related Information," which is required to be adopted for 
financial statements issued for periods beginning after December 15, 1997. 
SFAS No. 131 is not required to be applied to interim financial statements in 
the initial year of application.  SFAS No. 131 requires that financial and 
descriptive information about operating segments be reported.  Generally, 
financial information will be required to be reported on the basis that it is 
used internally for evaluating segment performance and deciding how to 
allocate resources to segments.  SFAS No. 131 is not anticipated to have any 
effect on the Company's financial position or results of operations.


                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS.

     On June 30, 1998, Columbia Capital Corp., FICI, Douglas R. Baetz and 
Glenn M. Gallant filed a complaint in the United States District Court for 
the Southern District of Florida (Case No. 98-6701) against Baytree 
Associates Inc., Michael Gardner, certain former officers and directors of the 
Company, and certain other parties. The complaint alleges claims against the 
named defendants, including fraud, securities fraud and breach of fiduciary 
duty, in connection with the transactions related to the Stock Purchase 
Agreement, entered into as of September 23, 1997, among Columbia Capital 
Corp., FICI, and Messrs. Baetz and Gallant. The complaint seeks relief 
against the named defendants, including monetary damages relating to improper 
sales of shares of Common Stock into the public market by the named 
defendants and the cancellation of 618,750 shares of Common Stock issued by 
the Company to Baytree Associates, Inc. for services rendered for arranging 
the transactions which are the subject of the Stock Purchase Agreement.

     To the best knowledge of management, there is no material litigation, 
pending or threatened, or judgment entered against the Company or any 
executive officers or directors of the Company in his capacity as such.

ITEM 2.  CHANGES IN SECURITIES.

     Not applicable.  The Company did not issue any unregistered securities 
during the quarter ended September 30, 1998.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not applicable.


                                      10
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Company's stockholders did not adopt any resolutions at a meeting or 
by written consent during the quarter ended September 30, 1998.

ITEM 5.  OTHER INFORMATION.

     Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  EXHIBITS

     27.  Financial Data Schedule

     (b)  REPORTS ON FORM 8-K

     The Company did not file any Reports on Form 8-K during the quarter ended
     September 30, 1998.

                     DOCUMENTS INCORPORATED BY REFERENCE

     The Company is currently subject to the reporting requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in 
accordance therewith files reports, proxy statements and other information 
with the Commission.  Such reports, proxy statements and other information 
may be inspected and copied at the public reference facilities of the 
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549; 
at its New York Regional Office, Suite 1300, 7 World Trade Center, New York, 
New York, 10048; and at its Chicago Regional Office, 500 West Madison Street, 
Suite 1400, Chicago, Illinois 60661, and copies of such materials can be 
obtained from the Public Reference Section of the Commission at its principal 
office in Washington, D.C., at prescribed rates.  In addition, such materials 
may be accessed electronically at the Commission's site on the World Wide 
Web, located at http://www.sec.gov.

                                      11
<PAGE>

                           SIGNATURES

     In accordance with the requirements of the Securities and Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        COLUMBIA CAPITAL CORP.


     Dated: November 18, 1998           By:  /s/ Kenneth A. Klotz.
                                             --------------------------------
                                             Kenneth A. Klotz
                                             President


     Dated: November 18, 1998           By:  /s/ Charles La Montagne
                                             --------------------------------
                                             Charles La Montagne
                                             Chief Financial Officer








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